C. P.]

agreed for the delivery of the goods, or if the place of inspection, as agreed upon, be different from the place of delivery, the purchaser may, upon inspection at such time and place, if the goods be not equal to sample, return them then and there on the hands of the seller. Otherwise, the right of inspection given to the purchaser would fail in its primary object. The time of inspection agreed upon in this contract was before delivery, and the place was London. If by any reasonable care, or exercise of reasonable forethought, the plaintiffs could have had, before delivery and in London, an inspection which would by reasonable care or skill have been effective, I should have thought that they could not have rejected the goods at Lille; if the defect had been such as neither the defendants nor anyone for whose fault or negligence they were answerable in law, could by reasonable care or skill have discovered, I should have still been inclined, though with more doubt, to say that the plaintiffs could have rejected the goods at Lille. But here the defendants knew from the beginning that the subject matter of their contract was an article contracted for in order to fulfil a contract for a delivery of shoes by sample at Lille, so that, if they prevented an effective inspection in London, there could be no other inspection before the arrival of the goods at Lille, and the defect in the shoes, which made the same breach of the same term as to quality in both contracts, was the consequence of acts of their servants, they (the defendants) being the manufacturers of the goods, and the defect, though known to the defendants' servants, was a secret defect not discoverable by any reasonable exercise of care or skill on an inspection in London. By the necessary inefficacy of the inspection in London, an inefficacy caused by this kind of fault, viz., a secret defect of manufacture which the defendants' servants committed, the apparant inspection in London could be of no more practical effect than no inspection at all. If it could be of no practical effect, there could not, as has been observed, be any effective, and therefore any real practical inspection until an inspeetion at Lille. No real use was made or could be made of the goods before their acceptance by the French Government at Lille. The apparent inspection in London, there being by the acts of the defendants' servants no inspection at all, and consequently a real inspection at Lille being by the acts of the defendants' servants the first possibly effective inspection, and no use of the goods having been made before the inspection at Lille, it seems to me that such inspection was, by the acts of persons for whose acts the defendants were responsible, substituted for the first inspection stipulated for by the contract, and that the rights of the plaintiffs accrued upon that inspection as if it was the first, and therefore they were entitled to throw the shoes upon the hands of the defendants at Lille, under the implied term in the contract that if the goods should be found not equal to sample on inspection, the plaintiffs might return them upon the defendants' hands at the time and place of inspection, although the time of inspection was by the wrongful act of the defendants' servants become a time subsequent to the time of delivery, and the place of inspection was become different from the place of delivery.

BOVILL, C. J.—My brother Brett therefore has come to the same conclusion as to the result, and

[Ex.

by the unanimous judgment of the court the rule must be discharged. Rule discharged.

Attorneys for the plaintiffs, Thomas and Hollams. Attorneys for the defendants, Venning, Robins, and Venning.

COURT OF EXCHEQUER. Reported by T. W. SAUNDERS and H. LEIGH, Esqrs., Barristers-at-Law.

Saturday, Jan. 20.

(Before MARTIN, CHANNELL, and PIGOTT, BB.) DYTE v. THE ST. PANCRAS BOARD OF GUARDIANS. Board of guardians-Appointment by of medical officer to infirmary-Appointment not under seal -Necessity of seal to validity of contract-Corporation Distinction between an ordinary and trading onee-Executed and executory consideration -Difference between-Estoppel.

The appointment by a corporation, such as a board of poor law guardians, of a person to be "medical officer" to the corporation for any fixed or definite period of time, ought to be under seal.

D., being a candidate for the post of medical officer to the H. infirmary, the appointment to which was in the hands of the defendants, as poor law guardians of St. P., a resolution, passed at a meeting of the infirmary committee, was approved of and adopted at a board meeting of the guardians on the 6th Dec., "That D. be appointed medical officer for three months, at and for a sum of 1001. and board and rations;" and on the 9th Dec. D. received a letter from the clerk to the guardians, announcing to him his appointment, and inclosing a copy of the above resolu tion.

On the 7th Jan. D. entered upon his duties as medical officer, and fulfilled them up to the 25th March, when the three months expired, and he received 100l. salary for that period of service. He continued on in the office, nothing being said or done on either side until the 6th April, when a resolution was passed by the infirmary committee, "That the medical officer and other officers' (naming them) "whose engagements expired at Lady-day should be employed monthly, at the several salaries assigned to them by the guardians." This monthly appointment was approved of by the Poor Law Board "until the infirmary should be transferred to the management of the C. L. District Board," which transfer it was expected would take place about Midsummer, but which did not, in fact, happen until Michael

mas.

On the 24th May, at a meeting of the infirmary committee, a written notice from the board of guardians, signed by their clerk, was handed by the chairman of the committee to D., that his appointment of medical officer would terminate on the 24th June; the chairman at the same time verbally telling him that the notice was formal only, and that, if the infirmary were not transferred by the 24th June, the notice would go for nothing.

On the 23rd June D. was informed by an official letter from the clerk to the guardians that his successor had been elected by the guardians, and would commence his duties about noon on the 24th

Ex.]

Thereupon D. retired from the office under protest against his illegal dismissal, and brought an action against the guardians to recover 1007. for salary, and an equivalent for board and rations, for three months, in lieu of three months'

notice.

At the trial there was a conflict of evidence as to whether D. had been informed of the resolution of the 6th April, the clerk of the guardians stating that he had notified it to D., and D. averring that he was never informed of it.

Held by Martin, Channell, and Pigott, BB. (dis

charging the plaintiff's rule to set aside the nonsuit entered at the trial), that the plaintiff had failed, for want of a contract under seal, to show a contract binding upon the corporation to employ him beyond the time for which he had been actually employed and paid by them; and that, not being a case of an executed consideration or of a contract with a trading corporation, it did not come within either of those exceptions to the general rule which requires contracts with corporations to be under seal.

Held also, that the verbal statement of the chairman of the infirmary committee at the time when the notice terminating the appointment was given to the plaintiff, did not amount to an estoppel as against the defendants, the poor law guardians. This was an action brought by the plaintiff, a medical practitioner, to recover from the defendants, the guardians of the poor of the parish of St. Pancras, the sum of 1271. 6s. the amount of one quarter's salary, at the rate of 400l. a year, and also the equivalent for apartments and rations for three months, alleged and claimed by him to be due to him, in lieu of notice, by reason of his alleged illegal dismissal by the defendants from the post or office of medical officer of the Highgate Infirmary under the circumstances hereinafter stated.

The plaintiff, by his declaration in the first count, charged that in consideration that the plaintiff would enter into the service of the defendants and serve them from the 25th March 1870, till such time as the management of the Highgate Infirmary Board should be transferred from the defendants to the central board, in the capacity of resident surgeon to the said infirmary at the salary of 4001. per annum, with board and residence, the defendants promised the plaintiff to retain him in the said service during the said period in the capacity and on the terms aforesaid. Averment, that the plaintiff entered into the said service in the capacity and on the terms aforesaid, and continued therein for a part of the said period and until the breach of the said promise hereinafter alleged, and was always ready and willing to continue in the said service during the year of the said period, whereof the defendants always had notice, yet the defendants, before the said transfer, dismissed the plaintiff from the said service, and refused to retain the plaintiff therein for the remainder of the said period, whereby the plaintiff was deprived of the salary and profits which he would have derived from being retained in the said service, and remained for a long time unemployed. There were then the ordinary money counts.

The defendants pleaded-first, to the first count, denying the promise as therein alleged; secondly, to the money counts, except as to 261. 5s. parcel, &c., never indebted; thirdly, further, to the said money counts, except as to the said parcel, &c.,

[Ex.

satisfaction and discharge by payment before action; fourthly, further, to the said money counts, as to the 261. 58. parcel, &c., payment into court.

Replication 1: Issue joined on the first and second pleas; 2, issue taken on the third plea; and as to the fourth plea the plaintiff takes the 261. 58. out of court in satisfaction, &c.

Rejoinder: Issue joined by the defendant on plaintiff's second replication to third plea.

66

The facts, as they appeared at the trial of the action, before Pigott, B., at the London Sittings at Guildhall, after Trinity Term 1871, were, briefly stated, as follows:-In Dec. 1869, the plaintiff was a candidate for the then vacant post of resident medical officer to the Highgate Infirmary, the appointment to the post being in the gift of the defendants, the guardians of the St. Pancras Poor Law Union. On the 5th Dec. 1869, the Infirmary Committee passed the following resolution :-" Resolved, that it be recommended to the guardians at their meeting this afternoon, to appoint Dr. Dyte medical officer for three months, and that he devote his whole time during such period, at and for a sum of 100l., board, and rations." This resolution, and the appointment therein recommended, was approved by the board. On the 7th Dec. 1869, the plaintiff wrote as follows to the clerk of the board, Mr. Fildew:- 'Dear Sir,-I have been expecting to receive an official intimation of my having been temporarily appointed to the office to which I was recommended yesterday by a resolution of the special Infirmary Committee. Overwhelmed with work as you no doubt are just now it has probably escaped you," &c. And in reply thereto he received on the 9th Dec. an official letter from Mr. Fildew announcing to him his appointment, and enclosing a copy of the above resolution, in which letter Mr. Fildew added the following notification:-"Perhaps I should say that the appointment will take effect only from the date of the day on which you enter on your duties at the infirmary; at present I am unable to give you that information, but will do so when fixed." Subsequently to these letters the plaintiff was informed that he was expected to enter on his duties on the 7th Jan. 1870, on and from which day he entered upon and fulfilled his duties as resident medical officer up to the 25th March, when the three months expired, and when he received 1001. salary for that period of service. It having been originally considered that the infirmary would be transferred to the Central London Sick Asylum District Board at Lady-day 1871, all the appointments to posts in the infirmary, including that of the plaintiff as medical officer, were made for that period only, and his appointment was sanctioned (as was necessary) by the Poor Law Board, on the express condition that it was to cease upon the infirmary being handed over to the Central Sick District Board as above mentioned. The transfer, however, not having come to pass at Lady-day, the plaintiff continued to perform the duties of his post after Ladyday, nothing being said or done on either side in the matter until the 6th April, when, at an infirmary committee meeting, a resolution was passed, "That the medical officer" (and other officers and servants mentioned in the resolution) "whose engagements expired at Lady-day should be employed monthly at the several salaries assigned to them by the guardians." Of this resolution Mr. Fildew, the clerk, stated in evi

dence that he gave verbal notice to the plaintiff, but the plaintiff, on the contrary, swore he was never told anything of the kind. On the 24th May a meeting of the infirmary committee was held, and at this meeting the medical officer (the plaintiff) was called into the room, together with the matron and the steward, when notices were handed to them by the chairman of the meeting, informing them that their appointments would terminate on the 24th June.

The following is a copy of the notice handed to the plaintiff :

At the same time that the chairman handed these notices to the plaintiff and the other officials, he, according to the evidence of the plaintiff, expressly informed them that "the notices were merely formal in order to protect the guardians from liability for the officers' salaries beyond the 24th June, as it was thought the infirmary would be transferred at that time; but, if it should not be then transferred, the notices would go for nothing, and matters would continue as at present." On the 23rd June the plaintiff received an official letter from the Clerk to the Board of Guardians, informing him that his successor, a Dr. Shaw, had been that day elected by the guardians (the defendants) as medical officer of the infirmary, "upon the termination of your engagement to-morrow, the 24th June, instant," and that Dr. Shaw would commence his duties about noon on the 24th. The plaintiff thereupon wrote to the Poor Law Board communicating the above facts, and on the 27th June he received a reply from the board to the effect that as under the notice of the 24th May his appointment apparently terminated on the 24th June, they were unable to interfere in the matter, but would forward a copy of his letter to the St. Pancras Board. On the same day (the 27th June) the defendant retired from the post and quitted the infirmary, under a strong written protest, sent by him to the defendants, against the illegality of their proceedings, and claiming 1007. for salary, and "an equivalent in lieu of rations and apartments for three months," in lieu of three months' notice. The infirmary was not transferred to the Central District Board until Michaelmas 1870, until which time the other officers of the infirmary, who had on the 24th May received notices similar to that which the plaintiff received, were retained at the infirmary in their several posts.

The following document, being a printed return dated 16th April 1870, furnished to the infirmary committee at the instance of one of its members, was relied on by the plaintiff as showing that his appointment was ratified by the Poor Law Board until the transfer of the infirmary took place.

[Ex.

The defendants' counsel contended that there was no case for the jury. The board of guardians being a corporation, were not liable under a contract except under seal, and if there was any contract it expired at Lady-day 1870, and no new contract had been shown to have been made; and, moreover, whatever the contract was, it had been terminated on the 24th June by the notice given on the 24th May. The plaintiff's counsel, on the other hand, insisted that the engagement of the plaintiff was not a contract which required to be under seal, and though it was for three months only at first, yet it was afterwards made conditional on the transfer of the infirmary to the Central District Board, and sanctioned in that respect by the Poor Law Board. The learned judge was of opinion that the only question for the jury was whether the plaintiff had received any intimation that the engagement was to be monthly after the 25th March, whereupon the counsel for the defendants withdrew that part of the case altogether, and rested the case upon the point of law only. The plaintiff was thereupon nonsuited by direction of the learned judge, leave being reserved to him to move to set that nonsuit aside, and enter a verdict for him for the amount claimed in the declaration, subject to the following points reserved, namely, first, whether there was a contract; secondly, whether it was binding, not being under seal; thirdly, whether there was notice; fourthly, whether the notice was valid; fifthly, whether there was any waiver of the notice; and the plaintiff was nonsuited accordingly.

A rule was subsequently obtained by M. Chambers, Q.C. on behalf of the plaintiff in Michaelmas Term 1871, to set the nonsuit aside, and to enter the verdict for the plaintiff for 1271. 68., on the ground that the contract engaging or continuing the plaintiff as medical officer of the Highgate Infirmary, was valid, though not under the seal of the defendants; that the contract with the plaintiff was to serve as medical officer of the Highgate Infirmary until the establishment was handed over to the Central London Sick Asylum District Board, or until the plaintiff had had three months', or reasonable notice to give up his said appointment; that the plaintiff had no legal notice to give up or leave his appointment, and did not waive such or any notice, or in any other way abandon his right to continue in office; the plaintiff to be at liberty to amend the declaration upon the usual terms; and against that rule,

H. James, Q.C. and Beasley, for the defendants, now showed cause, and submitted that the nonsuit was right on many grounds. There was no evidence for the jury in support of the contract on

Ex.]

the following grounds: First, there was no contract under seal, which was needful in the case of a corporation; secondly, there was no evidence of the fact of the contract alleged in the declaration— it was not only requisite that it should be under seal, but there was no contract in fact; thirdly, whatever contract there was was properly determined. To subdivide the second and third grounds, there being an engagement for three months, the plaintiff, by continuing on the service, after its expiration, became only a servant at will, to be determined at any time on the payment of a quantum meruit. Then the service was determined by a proper written notice, which notice by a corporation cannot be set aside by a verbal statement of a single member. The plaintiff was endeavouring to enforce the executory part of this alleged contract against a non-trading corporation, which cannot be sued upon such a contract if not under seal, whatever may be the law as to other corporations. Numerous cases support that proposition. [MARTIN, B. refers to The Mayor, &c. of Ludlow v. Charlton (6 M. & W. 815; 10 L. J., N. S., 75, Ex.), where it was held that a municipal corporation cannot enter into a contract to pay corporate funds for borough improvements except under the common seal.] No doubt the old and general rule of law is that a seal is required in every case of a contract made by or with a corporation : (See the judgment of Rolfe, B., in The Mayor &c., of Ludlow v. Charlton ubi sup.) To the same effect were the decisions of the Court of Common Pleas in Arnold v. The Mayor, &c. of Poole (4 M. & G. 860; 12 L. J., N. S., 97, C.P.) and the judgments of the Court of Queen's Bench, in The London Dock Company v. Sinnott (8 E. & B. 347; 27 L. J. 129, Q. B.), and Reg. v. The Mayor, &c. of Stamford (6 Q. B. 443; 13 L. J., N. S., 177, Q.B.) In later times, however, a distinction has been drawn between ordinary municipal corporations and (so called) trading corporations, and also between cases of executed and executory consideration, and an exception to the old general rule has been and is now recognised:

The Mayor, &c., of Stafford v. Till, 4 Bing. 75;
Beverley v. The Lincoln Gaslight and Coke Company,
6 A. & E. 827; 7 L. J. N. S., 113, Q. B.;
Church v. The Imperial Gaslight and Coke Company,
6 A. & E. 346; 7 L. J., N. S., 118, Q. B.;
Sanders v. The Guardians of St. Neots Union, 8 Q. B.

810; 15 L. J., N. S., 104, M.C. Then in Clarke and another v. The Guardians of

[Ex.

purposes of the corporation, and such work or goods was done or supplied and accepted, and approved of by the corporation, and the whole consideration for payment executed, the corporation could not keep the goods or the benefit, and refuse to pay on the ground of the want of a seal to the contract; and the learned judge thought (though not without much doubt, by reason of the authorities in some respects contrary), that such a conclusion was warranted by the three cases before mentioned and others to which he adverted in his judgment. But it is submitted that there is an evident distinction between a trading corporation and an ordinary municipal corporation, or one such as a board of guardians, and between buying goods or ordering works to be done and appointing a medical officer, which is more like appointing an attorney; and it is observable that, in Henderson v. The Australian Royal Mail Steam Navigation Company (24 L. J. 322, Q. B; 5 E. & B. 409), which was the case of an executed consideration and a trading corporation, Crompton, J., though joining in the judgment of the rest of the court, expressed some doubt on the point of the necessity of a seal, and in Haigh v. The Guardians of the North Brierly Union (1 E. B. & E. 873; 28 L. J. 62, Q. B.), the same learned judge expressed the same doubt on the same point, and found it difficult to distinguish the case from The London Dock Company v. Sinnott (ubi sup.). The defendants here, it is submitted, are in the same position as in Sinnott's case. If the defendants are right on this point, all the other questions fall; but it is submitted that an appointment made by a resolution can be put an end to in the like manner. the 25th March the plaintiff was there only as a servant at will. It is on him to prove a special contract to continue till the transfer of the infirmary to another board, and there is not a shred of evidence to support such a contract, save the verbal statement of the chairman of the infirmary committee, who was not an agent of the corporation. [MARTIN, B.- Without any reference to the case of a corporation at all, where, as between man and man, is there any evidence here of a second contract?] It is submitted that there is not a tittle. They noticed also Lamprell v. The Guardians of the Billericay Union (18 L. J., N. S., 282, Ex.; 3 Ex. 283), and Nicholson v. The Guardians of the Bradfield Union (14 L. T. Rep. N. S. 830; L. Rep. 1

Q. B. 620; 35 L. J. 176, Q. B.)

After

ing that such articles should be provided. The principle of the distinction and exception before referred to is well and clearly stated by Wightman, J. in his judgment in that case, where, after commenting on the various cases, he regrets the present state of the law, and thinks it would have been better, and have avoided the existing uncertainty, if the old rule had never been relaxed; but, as it is, he was inclined to think the case came within the recognised exception to the general rule, and that where it was necessary that work should be done or goods supplied to effect the express

M. Chambers, Q.C. and Nasmyth, for the plaintiff contra, supported their rule. It is contended on the plaintiff's part, first, that if a seal were necessary, the order of the Poor-Law Board, under sect. 46 of the 4 & 5 Will. 4, c. 76, directing the guardians to appoint medical officers, which order was under the seal of the Poor-Law Board, was a perfect sealing of the contract to

guardians to the actual appointment was not necessary; secondly, the original contract was until the transfer of the infirmary should take place, and that did not happen until Michaelmas 1870. But if the court should think the original contract was only for three months, then it is contended that there was a second contract to continue until the transfer, by reason of the resolution to employ him monthly, and that appointment as appears by the evidence in the case, being expressly approved by the Poor-Law Board "until the infirmary be handed over to the Central Sick

Ex.]

District Board." This operated as an estoppel in pais, and it did not lie in the mouths of the defendants after that to take the objection of the want of a seal. But even as to the law of the matter, it is submitted that the plaintiff's contention is right. With regard to ancient corporations the law, as laid down from time to time, with regard to the use of the seal on important occasions was not doubted or disputed. But the doctrine to be eliminated from all the numerous cases in all the courts was this, that, if it was essentially necessary to the discharge of their duties by the corporation that a certain act should be done, and their duties would be unfulfilled unless the act were done, then it was an act under the charter, or under the Act of incorporation, and no seal was necessary. An appointment of a medical officer was a most important and urgently necessary duty-a duty absolutely essential to be performed without, it might be, even an hour's delay, and on what principle of justice or propriety could it be said that though that were so, yet it was to be postponed until all the members could be called together, and forms gone through, and the corporate seal be attached to the appointment; and if it were not so attached, were all the medical officers liable to be dismissed at a day's warning? It was submitted that it could not be so. In cases like this, where sickness or death was the matter under consideration, there was ample power in the guardians to make the appointment without seal. The case of Church v. The Imperial Gas Company (ubi sup.), shows that a corporation may maintain assumpsit for the breach of an executory contract connected with the purposes for which that corporation was constituted; and Lord Denman, C.J., there repudiated the distinction between executed and executory contracts. Surely the relation must be reciprocal, and if a corporation may sue, it may be sued on such a contract. And in Nicholson v. The Guardians of the Bradfield Union (ubi sup.), Blackburn, J., in deciding as he did in that case, would not say what his opinion would be if it had been an unexecuted contract; and none of the judges have departed from this, that there need be no seal to a contract, even of the highest importance, if the appointment be one of urgent and essential necessity. Again, as to the chairman's statement, he was the delegated agent of the committee to deliver the notice, and must be assumed to have acted properly as such, and so the defendants were bound by what he said. The state of matters afterwards shows this to be so. The guardians met weekly, and all the other officers having been continued in their posts till Michaelmas was a ratification of the chairman's statement. And the memorandum, appended to the return or statement called for on the motion of one of the guardians, stating the period of the original appointments, and the approval of the Poor Law Board of the subsequent monthly employment, was another act of ratification. CHANNELL, B.-Suppose there had been no verbal statement by the chairman, what do you say would be the effect of the notice ?] It is submitted first that the engagement, as explained by the clerk, was to be until the transfer of the infirmary, and the word " temporary," on which the defendants relied must be construed as meaning that; and the notice, therefore, would be of no effect. But secondly, the notice was waived by the second appointment for a monthly employment, which was nctioned by the Poor Law Board as an appoint

[Ex.

ment until the transfer. The court would not hold that so essential and important an officer as the medical officer could be taken to be a mere servant at will, liable to dismissal at a moment's notice. But if there were any doubt as to the matter of the seal, there was none as to the estoppel, and the cases of Piggott v. Stratton (29 L. J. I, Ch.), and Wing v. Harvey, (23 L. J. 311, Ch.) were direct authorities to that effect.

MARTIN, B.-I believe that we are all of opinion that this rule should be discharged, and that the nonsuit which my brother Pigott directed to be entered at the trial was quite right. The plaintiff undertakes in this action to prove that there was a contract entered into with him by the defendants, the St. Pancras Board of Guardians (who are a corporation simpliciter and not a trading corporation), that they would employ him from the 25th March 1870, until such time as the management of the Highgate infirmary should be transferred from the defendants to the Central London Sick Asylum District Board. Now, as far as I can perceive, there is not a particle of evidence of such a contract which is at all binding on this corporation, and therefore such a contract is not made out. But, I understand that the spirit of the reservation of leave was, that if there was any contract proved which would entitle the plaintiff to any further payment, or to any damages, it was to be considered as raised, or that it might be raised by any amendment necessary for that purpose. Now the plaintiff has been paid for all the work which he actually did at the rate of 400l. a-year, which was the sum mentioned when he entered into the employment of this body; and what he has to make out is that there was a contract binding upon the corporation for his employment for any period of time beyond that for which he has actually been employed. Now, in my opinion, he fails as to this for want of a contract under seal. The several cases of The Mayor, &c., of Ludlow v. Charlton, The London Dock Company v. Sinnott, Arnold v. The Mayor, &c., of Poole, and Reg. v. The Mayor, &c., of Stamford (ubi sup. respectively), which have been cited in the argument at the bar, establish, beyond all doubt, that that is so. There are, without doubt, several cases in which trading corporations have been held to be liable upon executed considerations, and all the courts have been inclined to provide for such cases; for it would be a great injustice to allow a man to do work and labour for, or to supply goods to, a corporation, and then say that he shall not be able to recover the value or price of his labour or his goods, simply because his contract with the corporation did not happen to be under seal. The courts, therefore, would be anxious to assist him in obtaining payment. But, with respect to executory contracts, the matter is, in my judgment, very different. It has been argued by the learned counsel for the plaintiff that this was a matter of necessity. It was no matter of necessity at all in that sense. Had it been the case of a medical man suddenly called in by the board of guardians to attend a pauper then and there suffering under acute disease, or a sudden and dangerous fracture of a limb, that might be such a case of necessity; but this is a contract for the employment of a gentleman for a certain period of time in the future, and there is no immediate necessity in it at all; and there is no occasion whatever for the contract being entered into and completed otherwise than